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Mühlbauer Holding AG

Quarterly Report May 7, 2013

5427_10-q_2013-05-07_7b4b6c38-f456-4306-b787-0fe57779fea5.pdf

Quarterly Report

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Interim report 1 Quarter 2013

Content

Interim Management Report 03
Consolidated Statements of Income 10
Consolidated Statements of Comprehensive Income 10
Consolidated Statements of Financial Position11
Consolidated Statements of Cash-Flows12
Consolidated Statements of Changes in Shareholders' Equity 13
Notes 14
Financial Calendar 24
Group overview* Q1/2013 Q1/2012 Change %
Order income EUR million 52.9 58.0 (8.7)
Order backlog EUR million 200.2 209.3 (4.3)
Sales** EUR million 45.3 50.4 (10.1)
EBIT EUR million 0.3 2.8 (89.3)
EBIT margin*** % 0.6 5.6 (5.0)
EBT EUR million 0.4 2.8 (85.7)
Net earnings EUR million 0.6 1.1 (45.5)
Earnings per Share EUR 0.03 0.07 (57.1)
Free cashflow EUR million 5.8 (12.3) 147.2
Employees**** Number 2,709 2,774 (2.3)

* Negative figures in brackets

** The sales figures are to be understood as the gross value before deduction of revenue reductions amounting to EUR 0.1 million (previous year EUR 0.1 million)

*** Change in percentage points

**** as per end of period

Interim Management Report

OVERVIEW OF THE BUSINESS DEVELOPMENT IN THE GROUP

Driven by the positive development of the RFID market, the Mühlbauer technology group recorded tremendous increases of order income in Semiconductor Related Products during the first three months of 2013. This was contrasted by a project-related decline of order income in Cards & TECURITY® and a weaker demand for mechanical components from Precision Parts & Systems, which was not fully compensated by the good order situation in Semiconductor Related Products. In parallel with order income, sales were also comparatively lower while the operative result disproportionately declined because of the economies of scale resulting from the decrease in sales. However, based on the mediocre start in 2013, the company feels obligated to revise its sales expectancy slightly downwards for the entire year, whereby the management considers an increase in result still possible.

The key developments in Q1 2013 were:

  • • After the project-related increase of orders by 20.3% in Q1 2012 to EUR 58.0 million, order income for the first three months of 2013 was EUR 5.1 million or 8.7% lower year-on-year, at EUR 52.9 million. The good order situation in Semiconductor Related Products was unable to fully compensate for the decline in Cards & TECURITY® and Precision Parts & Systems.
  • • At the end of the first quarter 2013, the consolidated order backlog was EUR 200.2 million and is thus EUR 9.1 million or 4.3% lower year-on-year, due to the continuous processing of backlogs.
  • • In the past quarter, the sales1 of the Group developed in line with order income. While Semiconductor Related Products recorded strong growth, sales in the company's core area Cards & TECURITY® and in Precision Parts & Systems turned down, due to customer-related delays in processing projects. Overall, this led to the fact that the technology group's consolidated sales were EUR 5.1 million or 10.2% lower year-on-year, at EUR 45.3 million (PY: EUR 50.4 million).
  • • The Mühlbauer Technology Group's pre-interest and pre-tax profit (EBIT) of 0.3 million EUR for the quarter under review was significant less than the 2,8 million EUR for the same period in the previous year. This represents an EBIT margin of 0.6% – after 5.6% in the same quarter of the previous year. Responsible for the decline of the results are the economies of scale resulting from the decrease in sales. For the quarter under review, the company earned 0.6 million EUR after tax – after 1.1 million EUR in the same quarter of the previous year. The earnings per share for the quarter under review amounted to 0.03 EUR – following 0.07 EUR in the same quarter of the previous year.
  • • Thanks to the reduction in the outflow of funds for supplies as well as the higher inflow from the decrease in receivables and other assets, at EUR +5.8 million the free cash flow showed an 18.1 million EUR improvement over the -12.3 million EUR for the comparable quarter of the previous year.

1 The sales figures are to be understood as the gross value before deduction of revenue reductions amounting to EUR 0.1 million (previous year EUR 0.1 million).

FRAMEWORK CONDITIONS

Economic framework conditions

Global economy and euro zone

While the global economy slackened distinctly in the past year, it recovered slightly over the past few months. According to the European Central Bank (ECB), the economic recovery may be subdued and quite inconsistent and fragile across the economic zones, but worldwide business climate indicators have risen significantly since last autumn. The IfW indicator, which reflects the atmosphere of companies in 42 countries, signalized a tangible rise of global economic activity in Q1 2013. Despite these positive signals, however, the euro zone is only slow in moving out of the recession. The primary reasons for this are the economic situation in Italy and Spain; but even France is hardly showing any upwards momentum. Even China is increasingly suffering from the sustained European crisis: At 7.8% growth in the past year, the economy only expanded by a surprising 7.7%. Experts were expecting at least 8%. While the country's exports only grew slowly overall, sales in the EU actually dropped. In contrast, according to the ECB the US American economy picked up pace in Q1 2013, despite the unchanged difficult situation on the labor market. While US companies created 50% fewer jobs in March than hoped for – at 90,000 new jobs – a fiscal cliff that would have severely impacted the US economy if it had taken effect was prevented. According to the German Federal Ministry of Economics and Technology (BMWi) a slight economic recovery is also increasingly looming on Germany's horizon. Key factors are the increasing order income in the industry, the positive development of retail sales and the still very good situation on the labor market.

Yet, despite this cautious positive development of the global economy, insecurities regarding the further economic development are still higher than usual.

Industry development

Cards & TECURITY®. The government-related TECURITY® market is still dominated by the efforts of governments and public authorities to offer its citizens and travelers the utmost in mobility, security and comfort. An increasing number of countries is making electronic ID documents available to its citizens that guarantee the aspects addressed above in equal share. In Germany, for example, around more than 20 million electronic personal identity cards are already in circulation; six million card holders have already had the eID function on their card activated. The number of eGovernment users worldwide is also rising, according to a study of Japan's Waseda University, which evaluates the eGovernment offers and their use based on various criteria. Even the introduction of fully automatic border controls is gaining ground worldwide. The reasons for this are the high security guaranteed by border controls via eGate, the increased efficiency when processing border crossings, as well as the greater comfort for travelers this entails. The situation in the industrial sector of Cards & TECURITY® remained unchanged: As in the past year, demand for dual interface cards again determined business in the past quarter, with an increasing number of banks switching over to bank cards fitted with Near Field Communication (NFC) technology. The high demand for SIM/UMTS cards is still unbroken; here, demand in developing and newly industrializing countries, in particular, is at a stable high level.

Semiconductor Related Products. According to experts, the RFID market is undergoing an upheaval. Recent years have proven that the integration depth of RFID projects increases across all industries. Overall, RFID specialists are reporting that demand for fully integrated solutions is rising and that RFID system providers are expecting an increase of large-scale projects. Labeling and ticketing are still the focal areas of the RFID industry. Changes are also looming ahead in the semiconductor area. According to the IDC market research institute, in the past quarter, worldwide sales of conventional PCs dropped for the first time in almost twenty years. This phenomenon results from the continual rise in demand for smartphones and tablet PCs, in particular. In contrast, there were no changes on the market for flexible thin-film solar modules: The difficult situation in the solar industry – triggered by the overcapacities that were built up and the resultant dumping prices for conventional solar modules of Chinese manufacturers – also affects the establishment of flexible solar modules on the market negatively. This technology of solar power generation, however, holds numerous benefits with regard to application and production, so that its establishment is to be expected long-term.

The percentages were determined on the basis of the exact figures and may differ from the rounding figures.

for Q1 (previous year EUR 0,1 million)

Precision Parts & Systems. The start into the new year of the mechanical engineering industry, which is important to Precision Parts & Systems, was restrained. While both domestic and European business ailed somewhat in the first three months of the year, according to the German Engineering Federation, this was largely compensated by demand from non-European countries primarily in Asia.

Business Development

After the project-related increase of orders by 20.3% in Q1 2012 to EUR 58.0 million, order income for the first three months of 2013 was EUR 5.1 million or 8.7% lower year-on-year, at EUR

52.9 million. While the order volume generated in Cards & TECURITY® dropped by EUR 12.6 million or 36.3% to EUR 22.1 million (PY: EUR 34.7 million) as a result of the natural fluctuation common to the project business, order income in Semiconductor Related Products rose by EUR 8.0 million or 48.9% to EUR 24.4 million (PY: EUR 16.4 million). It is thus the first time in the company's history that the order income achieved in Semiconductor Related Products exceeds that of Cards & TECURITY®. As expected, stimuli were in particular derived from the Smart Label business. In contrast, Precision Parts & Systems declined slightly. The order income of EUR 6.4 million fell EUR 0.5 million or 7.4% short of the value achieved in Q1 2012 (EUR 6.9 million).

At the end of the first quarter 2013, the consolidated order backlog was EUR 200.2 million and is thus EUR 9,1 million or 4.3% lower year-on-year (PY: EUR 209.3 million).

In the past quarter, the sales of the Group developed in line with order income. The significant sales increase in Semiconductor Related Products was unable to fully compensate for the de-

cline in Cards & TECURITY® so that the technology group's consolidated sales were EUR 5.1 million or 10.2% lower year-on-year, at EUR 45.3 million (PY: EUR 50.4 million). While sales in the company's core area Cards & TECURITY® dropped by EUR 10.6 million or 32.6%, to EUR 21.9 million (PY: EUR 32.5 million), due to customer-related delays in processing projects, sales in Semiconductor Related Products rose significantly by EUR 6.6 million or 59.9% to EUR 17.6 million (PY: EUR 11.0 million), due in particular to the forecast increases in the RFID area. At EUR 5.8 million, sales in Precision Parts & Systems were EUR 1.1 million or 16.0 lower year-on-year (PY: EUR 6.9 million).

In Europe, sales rose by EUR 0.8 million or 4.5% to EUR 18.6 million (PY: EUR 17.8 million) against the same period of the previous year. With a share of 41.0%, Europe thus provided the greatest contribution toward the

Group's sales. Within Europe, almost half of the Group's sales were achieved by Germany, at EUR 9.0 million; this represents a decrease of EUR 1.5 million or 14.3% (PY: EUR 10.5 million) compared with Q1 2012. The Asian continent, which, with EUR 20.0 million, still ranked first in Q1 2012, recorded a sales decline of EUR 2.9 million or 14.7% to EUR 17.1 million and thus ranks second in Q1 2013. In contrast, sales on the American continent increased significantly during the reporting period, with a year-to-year upturn of EUR 1.9 million or 43,2%, to EUR 6.3 million (PY: EUR 4.4 million), thus outperforming the African continent, the sales of which dropped by EUR 4.7 million or 59,2%, to EUR 3.3 million (PY: EUR 8.0 million).

Order income and order backlog

Sales1

Earnings Situation

The Mühlbauer Technology Group's pre-interest and pre-tax profit (EBIT) of EUR 0.3 million for the quarter under review was 89.3 % less than the EUR 2,8 million for the same period in the previous year. This represents an EBIT margin of 0.6% – after 5.6% in the same quarter of the previous year. For the quarter under review, the company earned EUR 0.6 million after tax – after EUR 1.1 million in the same quarter of the previous year. The earnings per share for the quarter under review amounted to EUR 0.03 – following EUR 0.07 in the same quarter of the previous year. Earnings development

The 10.2 % drop in turnover and the 3.8 percentage point increase in cost-of-production ratio led to a reduction in the gross profit margin from 35.2 % in the previous year to 31.3 %. The primary reasons for the increase in the cost-of-production ratio were the substantial increases in the costs of third-party supplies and personnel which, in contrast to the decline in sales, remained virtually unchanged, as well as the increase in depreciation arising from the increase in investments. It was possible to maintain the overheads at virtually the same level. While it was possible to reduce the marketing costs by EUR 0.5 million, the overall administrative costs rose by EUR 0.4 million due, in particular, to the setting up of the business operations of a newly-founded company. The research and development costs fell by EUR 1.0 million, reaching 13.5% of turnover, after 14.1% in the same quarter of the previous year. The balance of other operating income and expenses was virtually unchanged compared to the same period in the previous year. It was possible to improve the financial result by EUR 0.1 million compared with the same quarter of the previous year due, in particular, to interest earned from an equity company. Compared with the same quarter of the previous year, the taxes on income fell by EUR 1.9 million, which gave rise to an overall tax refund of EUR 0.2 million. The reduced tax liability correlated with the reduction in the pre-tax result of EUR 2.4 million. Analysis of earnings development

FINANCIAL SITUATION

At EUR +8.4 million, the cash flow from operational activities in the first three months of the current financial year was well above the previous year's EUR +2.0 million level for the comparable period. The main factors in this development were a EUR 0.7 million reduction in the outflow of funds for supplies, as well as a EUR 12.8 million funds inflow from the decrease in receivables and other assets which, together with the EUR 5.2 million increase in funds outflow for the reduction in liabilities was able to more than compensate for the EUR 0.4 million reduction in the results for the quarter under review. In the previous quarter, investments in non-current assets in particular led to an outflow of investment activity funds, whereas, in the period under review in particular, payments for loans to an equity company amounting to EUR 4.1 million, together with investments in non-current assets of EUR 1.5 million, contributed to a total outflow of investment activity funds of EUR 6.3 million. Thanks to the developments already described, at EUR +5.8 million, the free cash flow showed an EUR 18.1 million improvement over the EUR -12.3 million for the comparable quarter of the previous year.

ASSET SITUATION

Balance sheet total

Cashflow

The Group Balance Sheet total as at the 31 March, 2013 fell by EUR 3.7 million (1.6%) to EUR 231.3 million as compared to the end of the previous year (EUR 235.0 million). In the period under review, the current assets fell by EUR 2.6 million, and the non-current assets by EUR 1.1 million. In relation to the Balance Sheet total, the current assets fell only marginally, from 53.5% (as at 31 December, 2012) to 53.3% while, by contrast, the non-current assets rose from 46.5% to 46.7%. On the liabilities side, the fall in the Balance Sheet total is attributable almost entirely to reductions in long and short-term liabilities.

The reduction in current assets is mainly attributable to the EUR 4.4 million fall in trade receivables, or 9.1%, as well as of EUR 3.3 million, or 18.9%, in other receivables and assets, of which a EUR 1.9 million reduction in public loans and a EUR 1.1 million reduction in claims for tax refunds are particularly noteworthy. By contrast, unfinished goods and services in progress fell by EUR 3.0 million, or 10.0%, to EUR 33.0 million. The remaining EUR 0.4 million increase in inventories was split between EUR 0.3 million for raw materials and EUR 0.1 million for finished goods. The resultant cash flow led to an increase of EUR 1.7 million in liquid funds.

The increase in non-current assets is attributable to the EUR 4.0 million increase in loans to an equity company. This increase is counterbalanced by a reduction of EUR 3.1 million in tangible assets, mainly as a result of depreciation.

Parallel to the development of current assets, the short-term liabilities fell by EUR 3.1 million, or 4.2%, to EUR 71,8 million, and the long-term liabilities by EUR 0.6 million, or 38.8%, to EUR 1.1 million in the quarter under review.

At the end of the financial year, the accounts payable fell by EUR 6.2 million to EUR 8.0 million due, in particular, to the effect of the cut-off date. On the other hand, payments received in advance rose by EUR 3.8 million, or 12.2%, to EUR 35.0 million. The other short-term liabilities rose only marginally, by EUR 0.5 million to EUR 71.8 million.

The sundry reserves fell by EUR 1.0 million, due to the reduction in the guarantee reserve (EUR 0.3 million) and the reserve for services still to be provided (EUR 0.7 million). The taxation reserves fell by EUR 0.3 million. The long-term liabilities comprise only deferred taxation, which fell by EUR 0.6 million, or 38.7 %, to EUR 1.1 million.

The increase in equity as at 31 March, 2013 by a total of EUR 0.1 million reflects mainly the aftertax profit of EUR 0.6 million for the quarter under review, plus EUR 0.7 million of income from valuation differences arising from valuations in the local currencies of foreign group companies compared to the Euro, and included directly under equity. This was offset by the adjustment for the actuarial losses from previous years amounting to EUR 1.2 million. Because of the reduction in liabilities, the equity ratio as at 31 March, 2013 rose slightly to 68.5%, compared to 67.4% as at 31 December, 2012.

FACTOR INPUT

Gross investments in intangible and fixed assets amounted to EUR 1.1 million in Q1 2013, which corresponds to a year-on-year decline of EUR 7.4 million or 87.1% (PY: EUR 8.5 million). In this context, investments focused on the development of the infrastructure for the personalization of ID documents and development activities in Roding and Stara Pazova, Serbia.

In Q1 2013, the research and development expenses of the Mühlbauer technology group totaled EUR 6.1 million (PY: EUR 7.1 million). Based on sales, this corresponds to an R&D ratio of 13.5% (PY: 14.1%). In line with the solution strategy in Cards & TECURITY®, further machines were developed that support the comprehensive process of card body production. Furthermore, in the period under review development activities in this area focused on the extension of a passport personalization system by additional modules, which enable the machine to be complemented by several features and thus a more varied use of the machine. In Semiconductor Related Products development focused on getting a high-throughput RFID personalization system ready for start of production. A new development project that was kicked off was the implementation of an RFID antenna printing machine. With this system, Mühlbauer will – in future – own all backend processes necessary for the production of an RFID label or ticket.

Assets

Liabilities

Investments

Research and development

EMPLOYMENT2

The number of employees of the Mühlbauer Group is still declining. While the technology group employed 2,774 staff to the end of Q1 2012, this figure dropped by 65 employees to 2,709 staff by 31 March 2013, corresponding to a decline of 2.3%. The high number of trainees and apprentices in the company remained constant, at 339 (PY: 340), while the number of staff employed in Research & Development dropped by 59 or 13.2% to 387 (PY: 446). The number of employees in Assembly remained virtually unchanged: compared with the corresponding quarter of the previous year (1,559 employees), it decreased by 5 employees or 0.5%.

EVENTS AFTER THE END OF THE QUARTER

No special events occurred between the reporting date of the quarter (31 March 2013) and the approval for publication (6 May 2013) that require reporting.

Risk report

Against the background of a systematic and efficient risk management system, the risks within the Mühlbauer Group are delimited and manageable. The key opportunities and risks of the company's anticipated development are described in detail in the consolidated management report for the 2012 financial year. During the first three months of the 2013 financial year, no significant changes have occurred in respect of the risks outlined therein.

OUTLOOK

Even though the worldwide economy slowly appears to be regaining momentum, it will have to brace itself for a disappointing 2013, overall. The cautious recovery in the industrialized nations, in particular, is preventing a more marked recovery of the global economy. However, the rise of the business climate indicators is inspiring hope that the economy could recover more rapidly than expected by numerous experts. The Institute for the World Economy (IfW) is expecting Europe to slowly work its way out of the recession. As no sustainable solution for the problems in the euro zone has, however, been found yet, the upturn will most likely be quite subdued. The weak growth in China is reason for concern. While analysts rely on China as the world economy's growth driver and have forecast growth of more than 8% for 2013, there are major doubts – following a surprisingly weak first quarter – whether and to what extent the Chinese economy will recover and return to its usual high rates of growth. China's president Xi Jinping has already declared that the Chinese population will need to brace itself for an end of the tremendous economic growth. Even in the USA the economic recovery – if yet sluggish – is on the horizon. The fiscal policy still represents the greatest risk; however, the difficult situation on the US American labor market will also impact the economic recovery negatively. Due to the slight improvement of the global economic environment and the noticeable brightening of the national business climate indicators, Germany can also expect to experience a tangible upturn of the economy, which is further supported by the implied increase of order income in the economically important industrial area.

Industry development

Cards & TECURITY®. Security will continue to be the most important driver of business in Cards & TECURITY® – even in future. In times of ever increasing passenger volumes – according to the International Air Transport Association IATA, passenger numbers will rise by 800 million to 3.3 billion by 2014 – more and more governments and public authorities require reliable partners who can guarantee the security of their documents. In this context, demand for fully automatic border and access controls that guarantee the highest level of comfort while complying with the most stringent security standards is rising. "Comfort" also plays a major role with regard to eGovernment. Governments and public authorities that increasingly see them-

Global economy

selves as service providers to the society, endeavor to simplify and render government and official processes less bureaucratic by providing their citizens with eGovernment. In the past year alone, the number of eGovernment users in Germany rose by 5% – with an upward trend. Demand for dual interface cards will increase tremendously in the industrial sector of Cards & TECURITY®. According to the IMS market research institute, by 2017, the market share of dual interface cards on the market for payment cards will increase from the current approx. 20% to 70%; the market for cards fitted with Near Field Communication (NFC) technology will increase in line with this. Demand for mobile phone cards is still high and unbroken. Here, the majority of sales still focus on the newly industrializing and developing countries.

Semiconductor Related Products. The semiconductor market will continue to be supported by the development away from classic PCs to smartphones and tablet PCs, in particular. According to the ABI Research market research institute, tablets with a total value of approx. USD 64 billion will be sold this year. Sales figures are to climb to around 150 million. The RFID area has also been forecast to achieve further growth. Here, however, ABI is expecting the market to grow by approx. 20% each over the next four years and retail to become the key driver of the RFID technology. Despite the crisis in the solar industry, which will continue throughout this year, renewable energies are increasingly gaining significance. The steady rise of energy costs and the growing demand for energy in developing and newly industrializing countries are the key market drivers in this context. As a result, even flexible thin-film solar modules hold tremendous potential long-term, not least due to their enormous application benefits compared with conventional solar systems.

Precision Parts & Systems. Following a restrained start into the year of Precision Parts & Systems, a division relevant to the mechanical engineering industry, the VDMA (German Engineering Federation) is expecting a tangible recovery of business to occur as early as in the next few weeks. The Federation is expecting the stagnation to give way to growth within the foreseeable future and believes that annual growth of 2% is realistic.

Business Development

The Mühlbauer technology group still assumes that over the medium and longer term, the primarily government-driven Cards & TECURITY® business sector will profit from the strong interest to offer people both increased security and mobility. In the Semiconductor Related Products area, the company sees also good opportunities to continue its positive development. However, based on the mediocre start in 2013, the company is forced to revise its sales expectancy slightly downwards for the entire year. The management now expects that sales for the whole year will not reach the value of the past year that increased by 11,2% compared to 2011, whereby the management considers an increase in result still possible.

We still see risks, which could have a negative influence on our adapted expectations, particularly in the traditionally prevailing uncertainties and the concentration on government business, as well as in the prospects for an industrial and/or economic downturn.

IMPORTANT NOTICE

This Interim Management Report contains future-oriented statements; statements that are not based on historical facts but on current plans, assumptions and estimates. Forward-looking statements are only applicable to the period in which they are made. Mühlbauer accepts no liability to revise these once new information becomes available. Future-oriented statements are always subject to risk and uncertainty. We therefore wish to point out that a range of factors can impact the actual results to the extent that these deviate considerably from those forecast. Some of these factors are described in the "Risk Report" and in other sections of the 2012 Annual Report and other parts of this interim report.

CONSOLIDATED STATEMENTs OF INCOME (IFRS) FROM JANUARY 1 TO MARCH 31, 2013 OF MÜHLBAUER HOLDING AG & CO. KGaA1)

Notes Jan. 1 - Mar. 31, 2013
TEUR
Jan. 1 - Mar. 31, 2012
TEUR
1. Sales 45,166 50,283
2. Cost of sales (3) (31,010) (32,631)
3. Gross profit 14,156 17,652
4. Selling expenses (4) (4,732) (5,197)
5. Administrative expenses (2,735) (2,299)
6. Research and development (5) (6,081) (7,104)
7. Other income (6) 344 335
8. Other expenses (6) (691) (581)
9. Operating income 261 2,806
10. Financial result
a) Financial income 208 72
b) Financial expenses (86) (94)
11. Income before income taxes 383 2,784
12. Income taxes 230 (1,703)
13. Net earnings 613 1,081
- Minority interests 1 8
- Attributable to shareholders of Mühlbauer Holding AG & Co. KGaA 612 1,073
Earnings per share in EURO
basic (7) 0.03 0,07
fully diluted (7) 0.03 0,07
Weighted average of shares
basic (7) 6,140,333 6,137,856
fully diluted (7) 6,140,333 6,137,856

1) uncertified

The accompanying notes are an integral part of these Consolidated Financial Statements.

CONSOLIDATED STATEMENTs OF comprehensive INCOME (IFRS) FROM JANUARY 1 TO MARCH 31, 2013 OF MÜHLBAUER HOLDING AG & CO. KGaA1)

Jan. 1 - Mar. 31, 2013
TEUR
Jan. 1 - Mar. 31, 2012
TEUR
Net earnings 613 1,081
Change of market value of available-for-sale securities (1,596) 0
Difference due to currency translation 705 (313)
Deferred taxes 438 0
Total income and expenses recognized in equity (453) (313)
Total income and expenses 160 768
- Minority interests 4 8
- Attributable to shareholders of Mühlbauer Holding AG & Co. KGaA 156 760

1) uncertified

CONSOLIDATED statements of financial position (IFRS) AS AT MARCH 31, 2013 OF MÜHLBAUER HOLDING AG & CO. KGaA

Notes March 31, 2013 1)
TEUR
Dec. 31, 2012 2)
TEUR
ASSETS
Short-term assets
Cash and cash equivalents 17,194 15,482
Trade accounts receivable (8) 44,069 48,459
Other current assets (9) 10,776 12,963
Tax receivables 3,400 4,512
Inventories (10) 47,797 44,381
123,236 125,797
Long-term assets
Investment and long-term financial assets
Investments 5 0
Receivables due from companies using the equity method 7,077 3,010
Trade accounts receivable (8) 8,391 9,768
15,473 12,778
Fixed assets
Land and buildings 52,548 53,103
Technical equipment 22,596 24,834
Furniture and office equipment 6,870 7,315
Buildings and equipment in progress 206 75
82,220 85,327
Intangible assets
Software and licenses
2,389 2,467
Capitalized development costs 3,717 3,642
6,106 6,109
Other long-term assets
Long-term tax receivables 1,479 1,473
Deferred tax assets 2,332 1,526
Plan assets (13) 466 1,958
4,277 4,957
231,312 234,968
LIABILITIES AND SHAREHOLDERS' EQUITY
Short-term liabilities
Trade accounts payable 7,978 14,180
Downpayments 35,034 31,228
Other liabilities (11) 11,601 11,150
Accrued income taxes (12) 1,665 1,961
Other accruals (12) 15,535 16,470
71,813 74,989
Long-term liabilities
Deferred tax liabilities 1,053 1,720
1,053 1,720
Shareholders' equity
Ordinary share capital (14) 8,038 8,038
Own shares (14) (177) (179)
Fixed capital contribution (14) (2,980) (2,980)
Additional paid-in capital (14) 61,188 61,163
Other comprehensive income (14) 2,297 2,753
Retained earnings (14) 89,933 89,321
Equity excluding minority interests (14) 158,299 158,116
Minority interests 147 143
158,446 158,259
231,312 234,968

1) uncertified 2) certified

CONSOLIDATED STATEMENTS OF CASH-FLOWS (IFRS) FROM JANUARY 1 TO MARCH 31, 2013 OF MÜHLBAUER HOLDING AG & CO. KGaA1)

Jan. 1 - Mar. 31, 2013
TEUR
Jan. 1 - Mar. 31, 2012
TEUR
Cash provided by operating activities
1. Net earnings 613 1,081
2. + Income taxes (230) 1,703
3. + Interest expenses 86 94
4. - Interest income (208) (72)
Adjustments for non cash expenses and income
5. +/- Expenses/(income) from employee profit-sharing programs 0 25
6. +/- Depreciations/(appreciations) to fixed assets 4,145 3,687
7. +/- Depreciations/(appreciations) to intangible assets 487 387
8. +/- Depreciations/(appreciations) to capitalized development costs 408 380
9. +/- (Gains)/losses from the sale of fixed assets 290 57
10. +/- Foreign currency translation adjustments of long-term assets (385) 0
11. +/- (Gains)/losses from the the change in fair value of financial instruments 22 126
12. +/- (Increase)/decrease of deferred tax assets (806) (406)
13. +/- Increase/(decrease) of deferred tax liabilities (667) (508)
Changes in long-term and short-term assets
14. +/- (Increase)/decrease of inventories (3,416) (4,096)
15. +/- (Increase)/decrease of trade accounts receivables and other short-term assets 10.735 (2,064)
16. +/- Increase/(decrease) of trade accounts payables and other liabilities (2,592) 2,691
17. = Cash generated from operating activities 8,482 3,085
18. - Income tax paid (64) (1,101)
19. - Interest paid 0 (22)
20. + Interest received 3 4
21. = Cash provided by operating activities 8,421 1,966
Cashflow from investing activities
22. - Payments for loans (4,067) 0
23. - Investments in shareholdings (5) 0
24. + Proceeds from disposals of fixed assets 122 25
25. - Purchase of fixed assets (1,487) (13,027)
26. - Purchase of intangible assets (377) (637)
27. - Expenditures for capitalized development costs (469) (560)
28. = Cash used for investing activities (6,283) (14,199)
Free Cashflow 5,798 (12,315)
Cashflow from financing activities
29. +/- Increase/(decrease) of short-term financial liabilities 0 6,642
30. + Proceeds from sale of treasury shares 27 0
31. = Cash used for financing activities 27 6,642
32. +/- Increase/(decrease) of currency exchange rate changes (453) (167)
33. = Net increase/(decrease) in cash and cash equivalents (Total of lines 21, 28, 31 and 32) 1,712 (5,758)
34. + Liquid funds at beginning of reporting period 15,482 15,183
35. = Liquid funds at end of reporting period 17,194 9,425

1) uncertified

We refer to additional informations on page 22 of the accompanying notes.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (IFRS) FROM JANUARY 1 TO MARCH 31, 2013 OF MÜHLBAUER HOLDING AG & CO. KGaA

Ordinary
share
capital in
considera
Other
compre
tion Additional hensive
Total Own of own Fixed paid-in income/ Retained Minority
Notes number
of shares
shares
Number
shares
TEUR
capital
TEUR
capital
TEUR
(loss)
TEUR
earnings
TEUR
interests
TEUR
Total
TEUR
Balance Jan. 1, 2012 1) 6,279,200 (140,344) 7,858 (2,980) 61,136 2,820 91,531 (26) 160,339
Net earnings - - - - - - 1,073 8 1,081
Other comprehensive income/(loss) - - - - - (313) - - (313)
Total comprehensive income/(loss) - - - - - (313) 1,073 8 768
Deferred compensation - - - - 25 - - - 25
Proceeds from sales of own shares - 1,164 2 - (2) - - - 0
Balance March 31, 2012 2) 6,279,200 (139,180) 7,860 (2,980) 61,159 2,507 92,604 (18) 161,132
Balance Jan. 1, 2013 1) 6,279,200 (138,996) 7,859 (2,980) 61,163 2,753 89,321 143 158,259
Net earnings - - - - - - 612 1 613
Other comprehensive income/(loss) (14) - - - - - (456) 0 3 (453)
Total comprehensive income/(loss) (14) - - - - (456) 612 4 160
Proceeds from sales of own shares (14) - 1,255 2 - 25 - - - 27
Balance March 31, 2013 2) 6,279,200 (137,741) 7,861 (2,980) 61,188 2,297 89,933 147 158,446

1) certified 2) uncertified

Notes

A. GENERAL INFORMATION

Description of business activities

Mühlbauer Holding AG & Co. Kommanditgesellschaft auf Aktien (referred to as the company) and its subsidiaries (together referred to as the Mühlbauer Group) develop, produce and distribute products and services related to chip card, passport, Smart Label, semiconductor and electronic technologies. Moreover, the Mühlbauer Group provides precision parts fabricated by machining and processing of metals and plastics, as well as products, assemblies and systems based on such precision parts. The development and production sites of the company are located in Germany, Slovakia, Serbia and Malaysia. Sales are effected globally via the company's own sales and services network and via project-dependent trade representations in different countries.

Principles of presentation

The present unaudited and unrevised consolidated interim financial statements were drawn up in accordance with International Financial Reporting Standards (IFRS) and the relevant interpretation of the International Accounting Standards Board (IASB) for interim reporting, as applicable in the European Union. As a result, these consolidated interim financial statements do not contain all the information and notes required by the IFRS for consolidated financial statements at the end of a financial year.

In the view of the personally liable shareholder, the present unaudited and unrevised consolidated interim financial statements contain all adjustments necessary to reflect the actual earnings situation of the interim result. The results for the reporting period ending on 31 March 2013 do not necessarily enable the drawing of conclusions with regard to the development of future results.

In the context of drawing up consolidated interim financial statements in accordance with IAS 34 'Interim Financial Reporting', the personally liable shareholder has to make assessments, estimates and assumptions that impact the application of reporting principles within the Group and the statement of assets and liabilities as well as income and expenses. The actual results may deviate from these estimates.

BASIC PRINCIPLES OF THE CONSOLIDATED FINANCIAL STATEMENTS (1)

Notes

Amendments to published standards and interpretations which must be applied for the first time in 2013 and which have not been applied in the past

Amendments to IFRS 1 – Government Loans

The changes refer to the accounting for a loan from a public authority at a rate of interest below the market rate by a first-time IFRS adopter. A public loan existing at the date of the transition period may be continued to be valued on the previous accounting basis. Therefore, the valuation rules under IAS 20.10A, taken together with IAS 39, only apply to such public loans which were entered into after the transition period. The changes are first to be applied to financial years beginning on or after 1 January, 2013.

Improvements to IFRS 2009 – 2011

Within the framework of the annual improvement project, changes to five standards were undertaken. The adaptation of formulations in individual IFRS should result in a clarification of the existing rules. There are also changes which impact the accounting, approach, valuation and the explanatory notes. The affected standards are IAS 1, IAS 16, IAS 32, IAS 34 and IFRS 1. The changes are first to be applied to financial years beginning on or after 1 January, 2013.

IAS 19 – Employee Benefits (revised 2011)

Beside comprehensive disclosure requirements with respect to benefits to employees, the following changes arise from the revised standard:

There are currently options regarding the treatment of unexpected fluctuations in pension obligations, the so-called actuarial profits and losses in financial statements. These may be recognised either (a) in the Income Statement; or (b) as Other Comprehensive Income (OCI); or (c) time-delayed under the so-called corridor method. Under the new version of IAS 19, these options are abolished and replaced by a more transparent and comparable presentation, so that, in the future, only a direct and comprehensive recognition in Other Comprehensive Income is permissible. In addition, past servicing costs must now be recognised directly in the Income Statement in the year in which they arise.

Currently, furthermore, at the beginning of the accounting period, the anticipated return on the plan assets is determined by the management's anticipation of the performance of the investment portfolios. Under IAS 19 (revised 2011), only a standard return on the plan assets at the level of the pension liability discounting rate at the beginning of the period is permissible. In the future, the net interest on the net liability (the net asset value) will be determined by the underlying interest rate from a performance-oriented plan by multiplying the net liability at the beginning of the period by the discounting of the performance-oriented liability (gross liability).

Until now, the anticipated administration costs for the plan assets were taken into account in the net interest income. Under the changes, the administration costs for the plan assets are to be recognised as part of the new valuation components in the Other Comprehensive Income, while the other administration costs are to be allocated to the operating profits as they arise.

With the change from the corridor method to the new method, the Income Statement of the company will, in the future, be free of the effects of actuarial profits and losses (e.g. because of interest fluctuations), as these will have to be recognised in Other Comprehensive Income. The altered definition of the benefits arising from the termination of employment (termination benefits) will affect the accounting for the promised increases within the framework of the early retirement agreements. Until now, the increases have been classified as benefits arising from the termination of employment, and therefore reserved, in total, at the point in time of the conclusion of an early retirement agreement. Because of the change in the definition of the benefits arising from the termination of employment, under the application of IAS 19 (revised 2011), the amounts of the increases no longer meet the conditions for the existence of benefits arising from the termination of employment. Rather, in principle, they involve other benefits to employees in the long-term, which accrue, pro-rata, during the employee's period of service. The change in the standard has no effect on the Mühlbauer Group's Financial Statement as such agreements have not been entered into.

The change is first to be applied to financial years beginning on or after 1 January, 2013.

Amendments to IAS 32 und IFRS 7 – Offsetting Financial Assets and Financial Liabilities This supplement to IAS 32 clarifies the requirements for the netting-off of financial instruments. In the supplement, the significance of the current case law regarding set-offs is explained and clarified; in which circumstances a gross settlement may be considered as a net settlement within the meaning of the standard. In association with these clarifications, the IFRS 7 disclosure regulations were also expanded.

The change to IAS 32 is first to be applied to financial years beginning on or after 1 January, 2014. The change to IAS 7 is first to be applied to financial years beginning on or after 1 January, 2013

IFRS 13 – Fair Value Measurement

This standard provides a uniform regulation of fair value valuations in IFRS financial statements. All other standards requiring fair value valuations must, in the future, follow the uniform standards of IFRS 13; there will only continue to be separate regulations under IAS 17 and IFRS 2.

The fair value under IFRS 13 is defined as the exit price; i.e. as the price which would be achieved by the sale of an asset, or the price which would have to be paid, in order to confer a liability. As is known regarding the current fair value valuation of financial assets, a 3 stage hierarchy has been introduced which is graduated based on observed market prices. The new fair value valuations may lead to values which differ from those arrived at under the previous regulations.

The new standard is first to be applied to financial years beginning on or after 1 January, 2013.

IFRIC 20 – Stripping Costs in the Production Phase of a Surface Mine

This interpretation is intended to provide a uniform basis for the accounting for open-cast mining stripping costs. IFRIC 20 is first to be applied to financial years beginning on or after 1 January, 2013, and has no effect on the Mühlbauer Group.

The EU has already endorsed the above-mentioned standards and interpretations.

SUMMARY OF KEY ACCOUNTING PRINCIPLES (2)

Principles of consolidation

The accounting principles applied to the consolidated interim financial statements correspond with those of the last consolidated financial statements at the end of the financial year. A detailed description of accounting principles is provided in the notes to the consolidated financial statements of our 2012 Annual Report.

B. EXPLANATIONS TO THE CONSOLIDATED STATEMENT OF INCOME

Apart from directly attributable costs such as material and personnel costs as well as deprecia
tions, cost of sales also comprise overhead costs as well as the balance of devaluations and
revaluations on inventories.
COST OF SALES (3)
The selling expenses of the first quarter 2013 encompass costs resulting from the addition of
value adjustments on receivables, balanced with earnings resulting from the loss of such value
adjustments, to the amount of TEUR 100 (PY: earnings of TEUR 255).
SELLING EXPENSES (4)
The research and development expenses in Q1 2013 included value adjustments of TEUR 92
due to amended evaluations pertaining to the future usability of individual development results.
Research
AND
(5)
Development
Costs

Other operating expenSES AND Income (6)

1 Jan -
31 March 2013
TEUR
1 Jan -
31 March 2012
TEUR
Canteen income 110 113
Income from the sale of old material 97 139
Profit from the sale of non-current assets 33 25
Insurance claims and sundry compensation 30 28
Rental income 17 17
Income from the reversal of reserves and liabilities 3 4
Other 54 9
Total of Other Operating Income 344 335
Losses from the disposal of non-current assets (322) (30)
Currency conversion losses (279) (510)
Depreciation of sundry assets (83) -
Donations (3) (4)
Other (4) (37)
Total of Other Operating Expenses (691) (581)
Total (347) (246)

Undiluted and diluted earnings per share*are calculated as follows:

1. Quarter
2013
1. Quarter
2012
Income before taxes on income * TEUR 381 2,773
Portion of share capital in total capital % 42.73 42.73
Portion of income before income taxes applicable to the
shareholders of the limited partnership
TEUR 163 1,185
Effective tax rate* % (12.1) 63,5
Effective tax amount* TEUR (20) 752
Portion of net earnings for the year applicable to the share
holders of the limited partnership*
TEUR 183 433
Weighted average of common shares No. 6,279,200 6,279,200
Repurchased shares (weighted) No. (138,867) (141,344)
Weighted average of shares outstanding (undiluted and di
luted)
No. 6,140,333 6,137,856
Undiluted and diluted earnings per share* EUR 0.03 0.07

EARNINGS PER SHARE (7)

* Without minority interests

C. EXPLANATIONS ON THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION

TRADE ACCOUNTS RECEIVABLE (8)

31 March 2013 31 December 2012
in TEUR With a
residual
term of
up to
1 year
With a
residual
term of
more than
1 year
Total With a
residual
term of
up to
1 year
With a
residual
term of
more than
1 year
Total
Trade accounts receivable 45,416 8,391 53,807 49,758 9,768 59,526
Less value adjustments (1,347) - (1,347) (1,299) - (1,299)
44,069 8,391 52,460 48,459 9,768 58,227

(9) OTHER CURRENT ASSETS

31 March 31 December
in TEUR 2013 2012
Claims on investment and technology grants 3,962 5,764
Advance payments made 2,225 2,673
Receivables against the personally liable shareholder 1,846 1,846
Prepaid expenses and deferred charges 1,078 612
VAT receivables 599 784
Amounts due from suppliers 180 219
Claims on investment subsidies 141 140
Other 745 925
10,776 12,963

(10) INVENTORIES

in TEUR 31 March
2013
31 December
2012
Raw materials, auxiliary and operating materials 9,890 9,604
Unfinished products 33,003 30,030
Finished products and trade goods 4,904 4,747
47,797 44,381

OTHER Short-term LIABILITIES (11)

in TEUR 31 March
2013
31 December
2012
Salaries and wages 7,952 7,188
Commissions 1,244 1,111
Tax liabilities 656 92
Income tax on salaries and wages 642 1,047
Social security contributions 462 375
Liabilities to customers 220 609
Other liabilities - personnel 156 238
Capital formation 59 63
VAT-tax burden 52 161
Other 158 266
11,601 11,150

ACCRUED INCOME TAXES AND OTHER ACCRUALS (12)

in TEUR As per
1 Jan
2013
Difference
due to
currency
translation Consumption Addition Dissolution As per
31 March
2013
Accrued income taxes 1,961 11 (1,049) 801 (59) 1,665
Personnel and social
security obligations
1,863 15 (299) 402 (5) 1,976
Guarantee obligations 8,647 20 (1,754) 1,486 (51) 8,348
Service in progress 3,097 4 (877) 162 (116) 2,270
Litigation risks 338 (1) (111) 132 (37) 321
Other 2,525 (7) (506) 633 (25) 2,620
Other accruals 16,470 31 (3,547) 2,815 (234) 15,535
18,431 42 (4,596) 3,616 (293) 17,200

The addition to the remaining other provisions can be attributed amongst others to an increase in provisions for outstanding invoices.

During the reporting period, the value in respect of "Pension provisions and similar obligations", recorded in the balance sheet, changed as presented below. The composition of the amounts recorded can also be found in the following table:

in TEUR 1 Jan -
31 March 2013
31 March
2013
1 Jan -
31 Dec 2012
31 December
2012
Accruals for pension
obligations at the beginning of
the reporting period
(1,958) (1,624)
Amounts recorded as income
Current service cost 34 122
Interest expenses on obli
gations
81 316
Expected earnings on plan
assets
(88) (273)
Adjustments for unbooked
actuarial losses
- 27 28 193
Actuarial losses taken
direct to Equity
Actuarial losses - 1,596 -
Contributions to plan assets (131) (527)
Accruals for pension
obligations at the end of
the reporting period
(466) (1,958)

PENSION AND POSTRETIREMENT BENEFITS (13)

(14) SHAREHOLDERS' EQUITY

Own shares

On the basis of the resolution passed by the Annual General Meeting on 29 April 2010, the personally liable shareholder is authorized to purchase shares with a calculated proportion with relation to the share capital of max. 10% of the current ordinary share capital until 28 April 2015, for specific pre-defined purposes.

Of its stock of 38,996 own shares with a nominal value of EUR 177,914.88 at the beginning of the financial year, 255 shares with a nominal value of EUR 1,604.40 were ceded in the form of anniversary shares free of charge in the period from 1 January 2013 up to and including 31 March 2013. As per 31 March 2013, the company holds a portfolio of 137,741 company-own shares with a nominal value of EUR 176,308.48. At that time, the proportion of company-own shares with relation to capital stock amounts to 2.19%.

Other comprehensive income

The following table shows the development of changes in equity that do not affect income.

Currency conversion
in TEUR Actuarial loss differences Total
As at 01.01.2012 - 2,820 2,820
Foreign currency adjustment - (312) (312)
As at 31.03.2012 - 2,508 2,508
As at 01.01.2013 - 2,753 2,753
Actuarial loss (1,596) - (1,596)
Foreign currency adjustment - 702 702
Deferred taxes
Taxation effect of actuarial losses 438 - 438
As at 31.03.2013 (1,158) 3,455 2,297

CONTINGENT LIABILITIES AND OTHER FINANCIAL OBLIGATIONS (15)

As of the end of the period under review, the contractual obligations arising from the purchase of tangible fixed assets and immaterial assets as well as from other purchase and maintenance contracts rose by TEUR 2,095 to TEUR 15,053 in comparison with 31 December 2012 (see Note (28) of the Annual Report as per 31 December 2012).

D. SEGMENT REPORTING

Segment information for the first quarter 2013 (2012):

Sales by business area Q1 2013
TEUR
Q1 2012
TEUR
Cards & TECURITY® 21,913 32,507
Semiconductor Related Products 17,559 10,982
Precision Parts & Systems 5,781 6,884
45,253 50,373
Deductions on sales (87) (90)
45,166 50,283
Sales by region Q1 2013
TEUR
Q1 2012
TEUR
Asia 17,069 20,010
Rest of Europe 9,533 7,267
Germany 9,032 10,535
America 6,336 4,410
Africa 3,258 7,992
Australia 25 159
42,253 50,373
Deductions on sales (87) (90)
45,166 50,283

E. NOTES TO THE STATEMENT OF CASH-FLOWS

The free cash flow is derived as follows:

1 Jan -
31 March 2013
TEUR
1 Jan -
31 March 2012
TEUR
Cash inflow/(outflow) from operating activities 8,421 1,966
Cash inflow/(outflow) from investment activities (6,283) (14,199)
Subtotal 2,138 (12,233)
Transition to free cashflow
Gains/(losses) from the sale of fixed assets and intangible assets (290) (57)
Proceeds from disposals of long-term assets (122) (25)
Payments made for loans 4,067 -
Investments in participations 5 -
Free Cashflow 5,798 (12,315)

F. OTHER NOTES

No events of major significance occurred after the end of the first quarter of 2013.

The parties considered associated companies and persons within the meaning of IAS 24 'Related Party Disclosures' are outlined in the notes (35) of the Annual Report as per 31 December 2012. In the reporting period, major business transactions with these associated companies and persons were:

Mühlbauer Aktiengesellschaft, MBO GmbH, ASEM Präzisions-Automaten GmbH and takeID GmbH rent office space from Mr. Josef Mühlbauer and from one company in which Mr. Mühlbauer holds a participation. In the first three months of 2013, rental costs amounted to TEUR 110 (PY: TEUR 100).

Group companies utilize certain services in respect of construction planning, the conveyance of passengers, sales promotion, the organization of travel, accommodation and catering, offered by companies that are controlled by Mr. Josef Mühlbauer. After deduction of commission services the Group paid TEUR 163 (PY: TEUR 248) plus the current amount of VAT for such services in the first three months of 2013. In the first three months of 2013, Mühlbauer Aktiengesellschaft generated proceeds of TEUR 4 (PY: TEUR -), plus the current amount of VAT, in respect of services provided and products sold to Mr. Josef Mühlbauer or companies controlled by him.

At the end of the period under review the Group employed:

31 March 2013
Number
31 March 2012
Number
Production and assembly 1,584 1,552
Research and development 387 476
Administration and sales 260 273
2,231 2,301
Apprentices and trainees as well as part-time employees 478 473
Total 2,709 2,774

The number of employees by region at the end of the reporting period is shown in the following table:

31 March 2013
Number
31 March 2012
Number
Germany 1,851 1,921
Rest of Europe 310 304
Asia 266 268
America 247 245
Other 35 36
Total 2,709 2,774

This consolidated interim report was released for publication by the personally liable shareholder on 06 May 2013.

Mühlbauer Holding AG & Co. Kommanditgesellschaft auf Aktien

The personally liable shareholder

EVENTS AFTER THE REPORTING DATE (16)

RELATIONSHIPS WITH ASSOCIATED COMPANIES AND PERSONS (17)

NUMBER OF EMPLOYEES (18)

Financial calendar

16 May 2013 Annual General Meeting, Roding
8 August 2013 Quarterly report II/2013
March 2014 Annual Report 2013

Mühlbauer Holding AG & Co. KGaA

Headquarters: Josef-Mühlbauer-Platz 1 93426 Roding, Germany Phone +49-9461-952-0 Fax +49-9461-952-1101

Contact Corporate Communications: [email protected] Phone +49-9461-952-1653 Fax +49-9461-952-8520

Visit us on the web at: www.muehlbauer.de

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